Madhusudan Jain, a former promoter of d&h india Limited, has acquired a 0.50% stake in the company through open market purchase, marking his return as a shareholder after being reclassified as a public investor in 2023.

Share Acquisition Details

Jain acquired 51,267 equity shares of D&H India Limited on April 1, 2026, through BSE's trading platform. The acquisition represents a 0.50% shareholding in the company, with shares having a face value of Rs. 10 each.

Background and Regulatory Context

The acquisition became possible following the expiry of a restrictive clause that had been in effect since March 24, 2021. Under the Shareholders Agreement between continuing promoters, outgoing promoters, and D&H India Limited, outgoing promoters were restricted from buying company shares directly or indirectly from the open market without written consent from continuing promoters. This restrictive clause expired on March 31, 2026.

Jain's status had been reclassified from promoter to public shareholder in February 2023. D&H India Limited had informed BSE through letter No. D&H/CS/22-23/70 dated February 14, 2023, that they received approval via BSE Letter No. LIST/COMP/RK/490/2022-23 dated February 14, 2023, for reclassifying the status of specified promoters as public shareholders.

Shareholding Structure

Prior to this acquisition, Jain held no shares in D&H India Limited. The transaction details show his holdings before and after the acquisition:

Company Capital Structure

D&H India Limited's equity capital structure remains unchanged following this transaction. The company maintains its total equity capital of Rs. 10,23,50,000, comprising 1,02,35,000 shares of Rs. 10 face value each. The acquisition represents a transfer of existing shares rather than any new issuance.

Regulatory Compliance

The acquisition has been disclosed under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as a voluntary disclosure. Jain, currently classified as a non-promoter public shareholder, is based in Indore and completed the necessary regulatory filings on the same day as the acquisition.

D&H India Limited has filed the notice for its 01/2026-27 Extra Ordinary General Meeting scheduled for April 10, 2026, following the board's earlier approval of convertible warrant issuance worth ₹32.59 crore. The company submitted the EGM notice to BSE Limited on March 17, 2026, and published the notice in newspapers on March 19, 2026, outlining the procedures for the virtual meeting and warrant approval process.

EGM Schedule and Meeting Details

The Extra Ordinary General Meeting will be conducted through Video Conferencing (VC) or Other Audio Visual Means (OAVM) on Friday, April 10, 2026 at 1:00 PM. The registered office at A-204, Kailash Esplanade, Opposite Shreyas Cinema, L.B.S. Marg, Ghatkopar (West), Mumbai-400086 will serve as the deemed venue for the meeting:

Warrant Issuance Proposal Details

The special business item seeks member approval for issuing up to 21,57,000 warrants at ₹151 each, convertible into equity shares of ₹10 each at a premium of ₹141 per share. The warrants will be allocated to promoter and promoter group members on a preferential basis:

Notice Publication and Compliance

The company published the EGM notice in Free Press (English Edition) and Nav Shakti (Vernacular Language-Marathi Edition) on Thursday, March 19, 2026. Company Secretary Rajesh Sen submitted the newspaper clipping to BSE Limited, confirming compliance with regulatory requirements for public notification of the extraordinary general meeting.

Warrant Terms and Conversion Framework

The convertible warrants carry an 18-month conversion period from the allotment date, with specific payment terms outlined in the notice. The warrant holders must pay 25% of the issue price (₹37.75) upfront at subscription, with the remaining 75% (₹113.25) payable before exercising conversion rights. The relevant date for pricing determination has been fixed as March 11, 2026, being 30 days prior to the EGM date.

E-voting and Participation Procedures

The company has arranged remote e-voting facility through Central Depository Services (India) Limited (CDSL) for the period from April 7, 2026 (9:00 AM IST) to April 9, 2026 (5:00 PM IST). CS (Dr.) Dilip Kumar Jain has been appointed as the scrutinizer for the e-voting process. Members can participate in the virtual meeting through the procedures detailed in the comprehensive notice, with facility available for 1,000 members on a first-come-first-served basis.

Shareholding Impact and Regulatory Compliance

Upon full conversion of the proposed warrants, the promoter and promoter group shareholding will increase from 44.86% to 54.46% of the total equity capital. The issue complies with SEBI (ICDR) Regulations, 2018 and SEBI (LODR) Regulations, 2015, with the warrant price of ₹151 being above the minimum floor price of ₹150.52 as determined under regulatory guidelines. The proceeds will be utilized for augmenting net worth, working capital requirements, property and equipment purchases, and general corporate purposes.